2017 Bylaws

 

ARTICLE I

Name

                   The name of the organization is Ashview Heights Community Association, hereinafter referred to and commonly called “AHCA”

  ARTICLE II

Purpose

                   The purpose of AHCA is to promote and ensure cooperative initiatives and goals among neighbors, business, and governments to create a safe, viable and informed neighborhood in order to enhance and maintain optimal communications affecting the welfare of the community and to do so in a non-partisan, educational, and cooperative manner.

  ARTICLE III

Boundaries

                   AHCA is located in and represents the interests of the Ashview Heights Neighborhood of Atlanta which is depicted on the Official Map of the City of Atlanta as lying mainly within the following boundaries:

 

On the North by Martin Luther King Jr. Drive SW

On the South by Interstate-20

On the West by Langhorn Street SW

On the East by Joseph E. Lowery Blvd SW

 ARTICLE IV

Officers

                   The Officers (Executive Committee) shall direct and oversee the affairs of the AHCA.

 

Section 1.   Number.  There shall be a minimum of three (3) officers of the AHCA consisting of:  President, Vice-President, Secretary and/or Treasurer.  Other officers may be selected in accordance with further provisions of this Article.  Two or more offices may not be held by the same person.

 

Section 2.   Qualifications.  Each officer shall be a voting member of the AHCA and in good standing, at the time of his/her nomination and election.

 

Section 3.   Election of Officers.   At least 30 days prior to the Annual Meeting the President may solicit open nominations or may appoint a nominating committee of members of AHCA.  If nominations are made by committee, the nominating committee shall present a slate of candidates at the Annual Meeting in November.  Candidates must be members in good standing and no person may be nominated who has not agreed to serve in that office prior to nomination.  Only members in good standing shall be permitted to vote. 

 

Section 4.   Term of Office. Each officer shall be installed and assume responsibilities of their office at the close of the November Annual Meeting at which they were elected.  Their term shall be for one calendar year.  No officers may hold the same office for more than two (2) consecutive years except where no qualified nominations have been made for an office.  Partial terms served shall not be considered in calculating the two (2) consecutive years an officer may serve.  Each officer shall hold his/her office until his/her successor has been qualified and duly elected.

 

Section 5.   Removal of Officers.  An officer of AHCA may be removed by a majority vote of the Board of Directors at any meeting of the Board at which a quorum of the Board is present.

 

Section 6.   Vacancies.  A vacancy in any office because of death, resignation, removal or disqualification may be filled by the AHCA Board of Directors for the unexpired portion of that term.

 

Section 7.   Duties of the President.  The President shall preside at all general meetings and meetings of the Board and such meetings as may be designated by the Board of Directors and shall further discharge such functions as are ordinarily discharged by the President of the association.  The President shall organize the agenda for all meetings, and shall serve as the official spokesperson and manage official correspondence of AHCA.  The President may sign, with the Secretary or any other designee of the Association any contracts or any other instruments which the Board of Directors has authorized to be executed, except where the signing and execution thereof shall be expressly delegated by these bylaws or by statue to some other officer or agent of the Board.  In general, the President shall perform all duties incident to the office, and such other duties as may be prescribed by the Board from time to time.  

 

Section 8.   Duties of the Vice-President.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President shall perform such other duties as from time to time as may be assigned to him/her by the President or the Board of Directors.

 

Section 9.   Duties of the Treasurer.  The Treasurer shall keep ledgers of all monies received or expended on behalf of the Association.  Any expenditure of Association funds must be approved by the membership at a regular meeting or by the Board.  The Treasurer shall prepare an itemized list of all monthly income and expenditures and have available for he members of the Association at each meeting.

 

Section 10. Duties of the Secretary.  The Secretary of the Association shall keep the minutes of the all meetings in books provided for that purpose and further see that all notices are duly given in accordance with the provisions of these bylaws or as required by law.  Further, the Secretary shall be custodian of the Association records, including official membership records, receive and file votes in abstention and perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

 

Section 11. Duties of the Secretary – Treasurer (combined office).  In the event the Secretary and Treasurer offices are combined and held by one officer, the duties of each office as described above shall be assumed by one officer.

 

Section 12. Compensation.  The officers of the Association shall serve without compensation.

 ARTICLE V

Board of Directors

 Section 1.   Number.  The Board of Directors of the Association shall consist of a minimum of four (4) directors who shall be the three (3) officers defined in Article VI, and the past president.  Additional voting directors may be elected.  The board may also choose additional non-voting Directors to serve as advisors to the Association.

 

Section 2.   Voting.  All board members shall vote on matters brought before the board.  In the event of a tie vote, the immediate past President of the Association shall cast the deciding vote.  If an immediate past President does not exist, the matter shall be reopened for discussion and a new vote taken.

 

Section 3.   Duties.  It shall be the duty of the Board of Directors to:

a.     Perform any and all duties imposed on them collectively or individually by law, by the Articles of Organization, or by these bylaws;

b.     Establish, appoint, and dissolve committees and subcommittees as needed to conduct the affairs of the organization;

c.     Appoint and remove, employ and discharge, and except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of agents and employees of the Association;

d.     Supervise all officers, agents and employees of the Association to assure that their duties are performed properly;

e.     Meet at such times and places as required by these bylaws;

f.      Register their addresses with the Secretary of the Association, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

 

Section 4.   Compensation.  The Board of Directors of the Association shall serve without compensation.

 

Section 5.   New Offices.  New offices may be created and filled at any meeting of the Board of Directors of the Association.  Further, if any such new office is created, the Board shall immediately make notice of said addition by altering these bylaws with that inclusion.

 

Section 6.   Quorum.  A majority of the Board of Directors of the Association being present shall constitute a quorum.

 

Section 7.   Limited Spending.  Except as otherwise provided, the Officers, Board of Directors of the Association, and the Association shall expend funds only for those purposes described in the bylaws.  The President or individual designated to act on behalf of the President may authorized the expenditure of funds necessary to carry on the day-to-day activities of the Association.  Expenditures that are not related to the day-to-day activities of the Association require the authorization of the Board of Directors.

 

Section 8.   Liability of Directors.  The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.

 

Section 9.   Conflict of Interest.  No board member may vote upon a matter that could result in a benefit to that board member or his/her extended family, unless the proposition would equally benefit the Association as a whole.  Immediately upon becoming aware that such a conflict may exist, a board member must disclose the existence of the potential conflict to the remaining board members, withdraw from further deliberation on the issue, and refrain from voting on the matter.  Any such disclosure and withdrawal shall be fully document in the organization minutes.

 ARTICLE VI

Meetings of Members

Section 1.   Place of Meetings.  AHCA President may designate any place as the location of any meeting.

                 

Section 2.   Annual Meeting.  The annual membership meeting for the election of officers shall be held on the first Saturday of November.

 

Section 3.   General Meetings.  General membership meetings shall be held on the first Saturday of each month.  The Executive Committee shall have the ability to cancel in any month except November if there is no agenda or due to a holiday.  AHCA shall maintain a current roster of all members, their demographics and voting status.

 

Section 4.   Special Meetings.  Special meetings may be called as follows: (1). the President may call special meetings as need requires, the Vice-President shall have the authority to call special meetings in the absence of the President; and (2) a majority of the Board of Directors may call a special meeting.

 

Section 5.   Notice of Meetings:  Notice of general membership meetings and the annual membership meeting shall be circulated by either mail, personal contact, fax, email, telephone, social media, signage or any combination of these. 

 

Section 6.   Quorum:  A majority of the Board of Directors shall constitute a quorum, and no Board meetings shall be held without a quorum.  There shall be a minimum of two Board of Directors meetings per calendar year and, when necessary, special or call meetings as required.

 

Section 7.   Proposals:  Any member may present proposals for action or grievance at any general membership meeting.  All motions and voting shall be recorded in the minutes.

 

Section 8.   Discussions:  Members will discuss and debate issues relating to the AHCA.  Voting will be completed either by show of hands or by secret ballot as determined by the presiding executive committee member.

 ARTICLE VII

Board of Directors Meetings

Section 1.   Meetings.  Regular Board of Directors meetings may be held as designated by the President.

 

Section 2.   Special Meetings.  Special Meetings of the Board of Directors may be called by any two (2) officers or on the written request of a majority of the directors.  No other business but that specified in the notice may be transacted at the special meeting without the unanimous consent of all preset at such meeting.  Notice shall be given to each director at least forty-eight (48) hours before the meeting.  The notice may be delivered in writing, electronically, or via the telephone. 

 

Section 3.   Notice of Meetings.  The Secretary shall cause to be mailed (traditionally or electronically) to every director in good standing at his/her address as it appears in the association records, a notice stating the time and place of all regular meetings at least seven days prior thereto. 

 

Section 4.   Minutes.  Written minutes shall be recorded of all meetings and filed in a permanent minute book.  Minutes shall include a record of votes taken on all motions and shall be distributed to all directors.

 

Section 5.   Quorum.  At all meetings of the Board of Directors, a majority of members of the Board of Directors shall be present to constitute a quorum.

 

Section 6.   Conduct of Meetings.  The President shall preside over meetings of the Association.  In his/her absence the President may designate the Vice-President or other officer of the Association to conduct a meeting.  Robert’s Rules of Order shall govern the conduct of all meetings except where the conflict with the Association’s articles of organization or these bylaws.

ARTICLE VIII

Membership and Dues

Section 1.   Membership Type: 

1.     Resident Member – A resident member in good standing is any resident who is eighteen (18) years of age or older and who resides within the boundaries of Ashview Heights.  Annual dues are $25.00 per calendar year.  A resident member must pay his/her annual dues by March 31st of the current calendar year.  Any new candidate for membership must pay his/her annual dues at the time of notification of his/her intent to become a resident member or no later than the start of the next general meeting.  All resident members are eligible for membership, upon completing a membership application and paying dues.

 

2.     Business Member – A business member in good standing is any residential or commercial property owner who promotes the goals and objectives of AHCA but who does not reside in Ashview Heights.  Annual dues are $50.00 per calendar year.  A business member must pay his/her annual dues by March 31st of the current calendar year.  Any new candidate for membership must pay his/her annual dues at the time of notification of his/her intent to become a business member or no later than the start of the next general meeting.  All business members, community organizations, or non-profit operators who operate or provide direct services to the Ashview Heights Community are eligible for membership, upon completing a membership application and paying dues. 

                  Only members in good standing shall be eligible to vote on the business of AHCA or become an AHCA Officer or serve as the Chairperson (or Co-Chair) of any AHCA Standing Committee.                 

                  A “Member in Good Standing” is defined as a Resident or Business Member:

a.     who has paid his/her annual dues for the current calendar year as described in “Membership and Dues” of Article IV and

b.     who has attended three (3) of the last six (6) General Meetings since date of membership during a calendar year and supports AHCA activities.

 

Section 2.   Dues: 

1.     At the annual membership meeting in November, the membership shall determine the amount required for each membership type. 

2.     AHCA may seek voluntary contributions from members and may conduct fund-raising functions.

 ARTICLE IX

Committees

 Section 1.   Appointment of Committees.  The Board of Directors is authorized to form committees to fulfill the purposes of the Association.  Committees shall provide advice and guidance to the Board of Directors as necessary to implement the purposes of the Association.  A Committee and Committee chairs shall be voted upon by the Board of Directors, and may be dissolved or removed at any time. 

 

Section 2.   Committee Membership.  Committee membership may include members of the Board of Directors as well as other current members of the Association that are in good standing.  Committee members shall be appointed by the Committee Chair unless the Board of Directors feels there is a conflict of interest.

 

Section 3.   Meetings and Action of Committees.  The Board of Directors may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provision of these bylaws.  At least one member of the Board of Directors must be present at any Committee meetings held.  All actions taken by any committee shall be reported at the next regular meeting of the Board of Directors and can be over turned by the Board of Directors if the action is not in the best interest of the AHCA.

  

ARTICLE X

Contracts, Checks, Deposits, & Funds

 

Section 1.   Contracts.  The Board of Directors of the Association may authorize any officer(s) or agent(s) of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association.  Such delegated authority may be general or confined to specific instances.

 

Section 2.   Checks, Drafts, etc.  All checks, drafts, or orders for the payments of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the President and Treasurer or any two other designated officers appointed by the President.

 

Section 3.   Deposits.  All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

 

Section 4.   Gifts.  The Association may accept contributions, gifts, bequests or devise for the general purpose or for the special purpose of the Association.  No gift shall be accepted which may create a conflict of interest or the appearance thereof between the Association or the donor.

ARTICLE XI

Books & Records

                   The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees.  These shall be maintained by the Secretary and kept electronically in a password-protected file.  Minutes of each general meeting will be available during the monthly general meeting or by written request.

  ARTICLE XII

Indemnity

                   The Association shall indemnify any officer or agent of the Association who undertakes any non-ultra vires act on behalf of the Association.

  ARTICLE XIII

Amendment & Repeal of Bylaws

                  These bylaws may be amended or repealed by a majority vote of the Board of Directors of the Association at a meeting at which there is a quorum of Directors and will be adopted as of the date of said meeting.  

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